4.1 Customer Data Ownership
The Customer retains full ownership of all data entered into the Service, including customer-specific information, files, and documents ("Customer Data"). VelocitiPM does not claim ownership of Customer Data.

4.2 Data Security and Privacy
VelocitiPM will implement commercially reasonable security measures to protect Customer Data from unauthorized access, alteration, or disclosure, including encryption and secure storage. VelocitiPM will comply with applicable data privacy laws, such as the General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA), where applicable.

4.3 Use of Customer Data for AI Improvements
VelocitiPM may use anonymized or aggregated Customer Data to improve its AI systems and enhance the Service. This data will be used strictly for internal purposes related to AI model training and service improvement. VelocitiPM will not disclose Customer Data to third parties or external AI systems without the Customer's explicit consent, unless required by law.

VelocitiPM may use Customer Company Name and/or Logo on website for promotional purposes only, without claim of testimonial or referral. Any such claims must be approved by Customer before use in any public facing collateral.

5.1 Provider Ownership
VelocitiPM retains full ownership of all intellectual property rights related to the Service, including software, source code, algorithms, features, designs, documentation, trademarks, and other proprietary materials ("Provider IP"). The Customer is granted a non-exclusive, non-transferable license to access and use the Service solely for internal business purposes during the term of this Agreement.

· The Customer does not acquire any ownership rights in the Provider IP and is prohibited from modifying, reverse-engineering, distributing, or exploiting the Provider IP outside the scope of the license granted.
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5.2 Ownership of AI-Generated Content
AI-generated content, including recommendations, suggestions, workflows, and other outputs ("AI-Generated Content"), remains the sole property of VelocitiPM. The Customer is granted a non-exclusive, non-transferable license to use AI-Generated Content solely within its business operations during the term of this Agreement. This license does not transfer ownership of the underlying AI models, algorithms, or systems. The Customer is prohibited from modifying, copying, redistributing, selling, or transferring any part of the AI-Generated Content.

5.3 Restrictions on Use
The Customer agrees not to:

· Copy, display, distribute, sell, lease, or otherwise transfer the Service or any part thereof.
· Modify, reverse-engineer, or create derivative works of the Service or its underlying software, except as permitted by law or with VelocitiPM's prior written consent.
· Modify, copy, redistribute, sell, or otherwise transfer AI-Generated Content, or reverse-engineer or extract source code or algorithms from the AI systems.

4.1 Subscription Fees
The Customer agrees to pay the subscription fees as outlined in the Service Order or Subscription Plan. Fees may vary based on the plan, number of users, and any additional features or services requested.

· Fee Adjustments: VelocitiPM reserves the right to adjust subscription fees annually, with written notice to the Customer at least 30 days prior to the adjustment.

4.2 Billing Cycle
Subscription fees will be billed automatically using the credit card provided by the Customer. The credit card will be charged 24 hours before the start of each billing cycle (monthly or annual). The Customer authorizes VelocitiPM to automatically charge the credit card for each renewal period until the Agreement is terminated. It is the Customer's responsibility to ensure payment details are accurate and up to date.

7.1 Performance Metrics
VelocitiPM guarantees an uptime of 99.9% per calendar month, excluding scheduled maintenance and force majeure events.

7.2 Availability

· Scheduled Maintenance: VelocitiPM will provide reasonable advance notice of any scheduled maintenance that may impact Service availability.
· Unscheduled Maintenance: In the event of unscheduled downtime or service disruptions, VelocitiPM will make commercially reasonable efforts to resolve the issue promptly.

7.3 Support Response and Resolution Times
VelocitiPM provides customer support via email, chat, or phone, with the following response times:

· Critical issues: Response within 1 business day, resolution within 8 hours.
· Non-critical issues: Response within 3 business days, resolution within 48 hours.

7.4 Penalties
If VelocitiPM fails to meet the agreed-upon performance or response times, the Customer may be entitled to service credits, as defined in the Service Order. These credits will be the Customer’s sole remedy for such breaches.

To the fullest extent permitted by applicable law, VelocitiPM shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the Service; (b) any unauthorized access to or use of our servers and/or any personal information stored therein.

8.1 Limitations of Liability
VelocitiPM’s liability for any claim arising under this Agreement is limited to the total amount paid by the Customer for the Service during the six months preceding the event giving rise to the claim. VelocitiPM shall not be liable for indirect, incidental, special, consequential, or punitive damages.

8.2 Indemnification

· VelocitiPM Indemnification: VelocitiPM agrees to indemnify the Customer against third-party claims arising from VelocitiPM’s breach of this Agreement or infringement of third-party intellectual property rights.
· Customer Indemnification: The Customer agrees to indemnify VelocitiPM against third-party claims arising from the Customer’s use of the Service, including claims related to Customer Data or misuse of the Service.

8.3 Warranties and Disclaimers

· Provider Warranty: VelocitiPM warrants that the Service will be provided in a professional and workmanlike manner, in accordance with generally accepted industry standards.
· Disclaimers: Except as provided above, VelocitiPM disclaims all other warranties, including implied warranties of merchantability or fitness for a particular purpose.

These Terms shall be governed by the laws of Deleware, US, without respect to its conflict of laws principles.

We reserve the right to revise these Terms at our sole discretion at any time. Any revisions to the Terms will be effective immediately upon posting by us.

For any questions about these Terms, please contact us at support@velocitipm.com.